SUB-LICENCES Clause Samples

SUB-LICENCES. 5.1 60P and 60P Australia shall each have the right to grant sub-licences of the Patent Rights under its license in this Agreement to Sub-licensees on an arm’s length basis, provided that: i. neither 60P nor 60P Australia shall grant any rights to its Sub-licensees which are inconsistent with the rights granted to and obligations of the Licensee hereunder; ii any act or omission of a Sub-licensee which would be a breach of this Agreement if performed by the Licensee shall be deemed to be a breach by Licensee of this Agreement, unless such breach, if capable of remedy, shall have been remedied by the Sub-licensee within a period of ninety (90) days after notice of that breach has been provided by Licensor to 60P in writing;

SUB-LICENCES. Licensee shall have the right to grant sublicenses under this Agreement soley as and to the extent Licensee is permitted to grant Sublicenses under and in accordance with Section 2.2 of the License and Collaboration Agreement. In any event, Licensee shall ensure that each of its sublicensees is bound by a written agreement containing provisions at least as protective of the Licensed Marks and Licensor as this Agreement; and Licensee shall remain responsible to Licensor for all activities of its Affiliates and sublicensees to the same extent as if such activities had been undertaken by Licensee itself. Promptly following the execution of each sublicense, Licensee shall provide Licensor with a complete copy of such sublicense.

SUB-LICENCES. The Sub-Licensee may only use the rights granted to it to develop treatments for Indications other than an Oncology Indication, where the Sub-Licensee reasonably believes that pursuing an Oncology Indication is likely to result in a product which would offer no substantial benefit to the patient population over existing drugs, or drugs in development, for the Oncology Indications that the Licensed Product would be most suitable for. In such circumstances the Sub-Licensee shall provide written notice to the Licensee setting out its reasons, with supporting evidence, for such belief (“Other Indication Notice”) and shall not commence using the rights so granted for an Indication other than an Oncology Indication until it has explored with the Licensee, CRT and ICR options for continuing to develop the rights granted to it for an Oncology Indication.

SUB-LICENCES. Save to the extent (if at all) prohibited or restricted by the owner or licensor of any Third Party Software, Customer shall be entitled to grant one or more sub-licences ("Sub- Licences") of any Right to any Affiliate of Customer who has been identified to and approved by Keyloop in advance in writing ("Sub- Licensee"), such approval not to be unreasonably withheld or delayed, provided always that: 16.4.1 the Sub-Licence is in a form acceptable to Keyloop and is granted for no longer than the unexpired term of the Right less one day; 16.4.2 the Sub-Licence excludes the right for the Sub-Licensee to sub-license, delegate, sub- contract, assign, transfer, charge or otherwise deal in any of the rights or benefits granted thereunder; 16.4.3 the Sub-Licence includes as minimum requirements: 16.4.3.1 obligations and undertakings on the part of the Sub-Licensee which are at least as stringent as the applicable obligations and undertakings contained in the Contract; 16.4.3.2 covenants on the part of the Sub- Licensee at all times (both during and after the Term) to indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of the default, alleged default, breach of contract or negligence of the Sub-Licensee; 16.4.3.3 an entitlement on the part of Keyloop to enforce the terms of the Sub-Licence under the Contracts (Rights of Third Parties) Act 1999; 16.4.3.4 the exclusion of all rights, causes of action, counterclaim and set-off on the part of the Sub-Licensee against Keyloop to the fullest extent available by Law; and 16.4.3.5 provisions requiring the automatic termination of the Sub-Licence in the event of: (a) the termination or expiry of the relevant Product or the termination or expiry of the Contract as a whole; or (b) the Sub-Licensee becoming the subject of an Insolvency Event; or (c) the Sub-Licensee ceasing to be an Affiliate of Customer; 16.4.4 if granted in respect of any Third Party Software, the Sub-Licence shall be subject to the terms of any licence agreement as referred to in Condition 7.8; 16.4.5 Customer shall procure that each Sub-Licensee observes and performs the terms and conditions of its Sub-Licence and shall at all times (both during and after the Term) indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of any default, alleged default, breach of contract or negligence of the Sub-Licensee; and 16.4.6 Customer agrees to promptly provide Keyloop with a list of it...

SUB-LICENCES. 5.1 60P and 60P Australia shall each have the right to grant sub-licences ofthe Patent Rights under its license in this Agreement to Sub-licensees on an arm's length basis, provided that: i. neither 60P nor 60P Australia shall grant any rights to its Sub-licensees which are inconsistent with the rights granted to and obligations of the Licensee hereunder; ii. any act or omission of a Sub-licensee which would be a breach of this Agreement if performed by the Licensee shall be deemed to be a breach by Licensee of this Agreement, unless such breach, if capable of remedy, shall have been remedied by the Sub-licensee within a period of ninety (90) days after notice of that breach has been provided by Licensor to 60P in writing; iii. each sub-licence granted by 60P and/or 60P Australia shall include an audit right in favour of the Licensor of at least the same scope as provided in Section 9.1(c) hereof with respect to the Licensee; iv. each sub-licence granted by 60P and/or 60P Australia shall include an indemnity clause from the Sub-licensee for costs, claims, damages or expenses directly incurred or suffered by the Licensor, or for which the Licensor may become liable, as a result of the default or negligence of such Sub-licensee; v. upon the termination of this Agreement under Section 19, the Licensor shall have the right and option to require an assignment to it or its nominee of each sublicence between 60P and/or 60P Australia and its/their Sub-licensees, and for these purposes, both 60P and 60P Australia shall procure that all sub-licences granted hereunder shall contain express terms that: (a) permit the assignment of the sub-license to the Licensor under the circumstances specified in this Section 5.l(v) and require 60P and/or 60P Australia and Sub-licensee to consent to such assignment; (b) in the event that the Licensor does not exercise its option to require an assignment under this Section 5.l(v), or if for any reason the assignment cannot be effected, the sub-licence agreement will automatically be terminated; and (c) 60P, 60P Australia and the Sub-licensee in question shall bear their own expenses in relation to such assignment. 5.2 60P shall within thirty (30) days of the grant of any sub-licence (which shall be in writing) provide the Licensor with a true copy of the sub-licence at 60P's own expense. 5.3 The sub-licences granted to any Sub-licensee by 60P and/or 60P Australia shall not be transferable and shall not permit further sub-licensing of...

SUB-LICENCES. 21.1. The Licensee is not authorised to grant sub-licences. 21.2. [optional] The Licensee is authorised to grant sub-licences within the limits of this Agreement with the prior written consent of the Licensor. In the event of such sub-licence the Licensee shall pay royalties to the Licensor for any use of the know-how by a sub-licensee to such extent as under this Agreement.

SUB-LICENCES. 5.1 HSCIC may sub-licence the rights granted under clause 2.1 to the Authority, an Authority Party or any other person for the Permitted Purpose. 5.2 The Licensee shall not sub-licence the rights granted under clause 2.1 to any other person without the prior written permission of HSCIC, except that where the Licensee is an End User, they may informally and impliedly sub-licence the rights granted under clause 2.1 to members of the public who are recipients of health and/or social care goods or services but only for the Permitted Purpose in accordance with these General Terms, any Content Specific Terms and any applicable laws, regulations and good industry practice. 5.3 For the avoidance of doubt, no sub-licence from the Licensee, nor a further licence from HSCIC, is required in the event a derivative work of the Content containing data of a member of the public needs to be transferred to any other health and/or social care provider for that specific person's on-going care.

SUB-LICENCES. Novogen Laboratories must not grant any sub-licence of any of the rights granted to it under clause 2.1 without the prior written consent of Glycotex.

SUB-LICENCES. 3.2.1 The Hirer shall not assign the benefit of the Hire Agreement to any Contractor, person or persons nor assign nor sub-licence any right or benefit under it without the written consent of the Council. 3.2.2 Any sub-licence shall bind the sub-licensee to observe and perform the terms of the Hire Agreement and these conditions so far as they are capable of applying to the sub-licence.